When and Why Do Articles of Incorporation Need to Be Updated

Key Takeaways

• Articles of Incorporation must be updated when major business details change, such as the company name, business purpose, or registered agent.
• Amending these documents ensures compliance with state laws and maintains legal protections for the entity.
• Some changes require board or shareholder approval, while others may only need officer action, depending on the business structure and state law.
• Filing requirements vary by state but typically involve submitting Articles of Amendment to the Secretary of State.
• Failing to update these documents may result in administrative dissolution, fines, or liability risks.

Changing articles of incorporation refers to editing the documents that were initially used to create a corporation or an LLC. A business's needs and goals may change over time, leading to a need for changing the articles of incorporation.

Changing Articles of Incorporation

Articles of incorporation are defined as the contract between a corporation, the state government, and the shareholders of that corporation. With so many separate parties involved in a corporation, common law requires majority approval from all shareholders to make changes to the original articles of incorporation.

Common law is not legally binding, however, and many states today do not even recognize common law. This means that corporations do not always require the approval of all shareholders to make articles of incorporation changes. There may be other requirements that need to be followed, depending on the setup and structure of the business. There are many reasons that a business might choose to change the articles of incorporation:

• A business's needs and knowledge changes over time.
• Business growth may lead to a change in business goals or intended direction.
• Existing officers may leave to seek out other business opportunities.
• Existing officers may pass away.

It is important to keep a business's bylaws and articles of incorporation updated.

When Are Articles of Incorporation Required to Be Updated?

A corporation must amend its articles of incorporation when specific fundamental business changes occur. These typically include:

• Change in company name
• Alteration in the number or classes of authorized shares
• Change in business purpose
• Change in registered agent or office
• Change in principal business address
• Changes to the corporation's duration (e.g., from limited to perpetual)
• Re-domestication or moving to a different state

Most states require corporations to report these changes promptly by filing an amendment. Failing to do so can result in penalties, administrative dissolution, or the loss of good standing with the state.

Even if not required by state law, updating your articles ensures that your corporate records align with how your business currently operates.

What Are Articles of Incorporation?

Articles of incorporation are the legal documents that are used to create a corporation. They are a requirement in every state to legally register the business. While the exact information requirements vary from state to state, articles of incorporation generally include the following information:

• The name of the corporation
• The start date of the business
• The type of corporation
• Name and address of the registered agent
• Name and addresses of all directors
• Name and address of the incorporator

Incorporating a business separates the legal liability from the businesses owners, officers, and directors. Filing for incorporation also has tax and financial planning advantages. Changing articles of incorporation often means changing things like agent names, the businesses operating name, addresses, and stock information. The most common reason that businesses change the articles of incorporation is to change members' information. It is important to amend the articles of incorporation for any major changes to avoid legal consequences.

Common Scenarios That Require Amending Articles

To determine whether an amendment is needed, ask: "Does this change affect the public record or information the state has on file?" If yes, an amendment is likely required.

Here are examples of changes that typically necessitate updating the articles:

• Changing the entity's legal name — Often the most common reason for amending.
• Adding or removing stock classes — Particularly for C corporations planning equity financing.
• Changing the business purpose — Especially if the company is moving into regulated industries.
• Merging with another company or converting entity type — These structural shifts require formal documentation.

Keep in mind that updating Articles of Incorporation differs from updating your bylaws, which govern internal operations. Articles are more focused on foundational corporate details submitted to the state.

Corporate Bylaws

Corporate bylaws tend to be more complex and detailed than articles of incorporation. A company's bylaws provide details about the business's activities and responsibilities. Bylaws often include the following information:

• Business officer's official titles
• Board election procedures
• Minutes and schedules of meetings
• Voting procedures
• Dispute resolution processes
• Business procedures
• Amendment procedures
• Business logo or seal adoption
• Financial reporting documents
• Legal compliance records

A business's bylaws consistently change over time. They often start out vague and can become quite complex over time, as the business establishes new regulations and guidelines. Corporation bylaws are not always required but are valuable in guiding a business. Additionally, the bylaws may be used in court if disputes arise between corporate partners.

How to Amend Articles of Incorporation

There are a few important steps involved when amending articles of incorporation.

• Review the company's bylaws: Many corporations have a clause stating the necessary process to amending articles of incorporation.
• Schedule a meeting with the business's board of directors for a vote: Some states require that the board of directors approve the changes. It is also important that the quorum is present at the meeting, meaning that there are sufficient attendees to vote on the intended changes.
• Draft the intended changes to the articles of incorporation: Be sure to check filing requirements in your state. Your Secretary of State might also have pre-approved corporate forms to use when changing articles of incorporation.
• Thoroughly review the changes: Working with an attorney that is familiar with the corporate law can prevent any expensive or timely mistakes.
• File the amendment form with the Secretary of State by mail or in person: The amendment should be attached to the original articles of incorporation. Keep a copy for your own business records, too. Be sure to include a check with the required amount based on your state requirements.

State Requirements and Filing Considerations

Every state has its own requirements and forms for filing amendments. However, these are commonly required:

1. Articles of Amendment Form – Available from your Secretary of State’s office or website.
2. Board Resolution or Shareholder Approval – Depending on the change, a formal vote may be required.
3. Filing Fee – Ranges from $25 to over $100 depending on the state.
4. Supporting Documentation – Such as new business names or stock issuance details.

Some states allow online filing, while others may require physical delivery. It’s also essential to ensure the amendment is consistent with your bylaws and reflects any necessary updates to your corporate records or EIN with the IRS.

Consequences of Failing to Update Articles of Incorporation

Failing to update your articles when required can lead to:

• Administrative dissolution — The state may revoke your company’s status if it's found non-compliant.
• Loss of limited liability protection — Outdated information could blur the line between personal and business liability.
• Inability to obtain business licenses or permits — Many agencies require up-to-date corporate documentation.
• Problems with banks, investors, or legal matters — Discrepancies in corporate records can raise red flags or delay transactions.

Being proactive ensures your business remains in good standing and legally protected.

Who Can Authorize Changes to Articles of Incorporation?

The authority to approve changes depends on the nature of the amendment and the entity’s governance structure. Generally:

• Board of Directors: May propose amendments.
• Shareholders: Often required to approve major changes (e.g., name or stock structure).
• Corporate Officers: May file minor amendments or administrative updates under board authorization.

Review your bylaws and state statutes to confirm who holds amendment authority for your business.

Frequently Asked Questions

1. Do articles of incorporation need to be updated if the business address changes?
   Yes, most states require updates to the articles of incorporation if the principal or registered office address changes.
2. Can I update my articles of incorporation online?
   In many states, yes. The Secretary of State’s website often provides an online portal for filing amendments.
3. What’s the difference between articles of incorporation and bylaws?
   Articles are public records that establish the corporation’s existence, while bylaws are internal rules governing how the business operates.
4. What happens if I don’t amend my articles when needed?
   You risk penalties, loss of good standing, legal complications, and possible administrative dissolution.
5. Can I get legal help with amending my articles?
   Yes. You can find an experienced attorney on UpCounsel to assist with drafting and filing amendments correctly.

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